MAXCYTE, INC.
For the period ended Sep 30, 2026. Filed Nov 10, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 10, 2026
MXCT$1.13-13.1%Stored close · as of Nov 10, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-13.
0001104659-26-095971
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-10.
0001104659-26-125236
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 119 previous paragraphs and 138 current paragraphs.
73 unchanged; 39 reworded; 25 added; 5 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 42 previous and 44 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (25)
Current report
In July 2026, we announced the expansion of our long-term partnering strategy and entered into a new enterprise-level partnership agreement with a global biopharmaceutical company. The agreement reflects our differentiated go-to-market strategy for large biopharmaceutical companies, complementing our existing SPL business model, providing access to our technology across the partner's cell therapy portfolio under a single framework supporting research, clinical development and commercial manufacturing. This approach enables us to support multiple programs within a single partnership and creates opportunities to generate revenue earlier in the development lifecycle. The agreement provides for instrument and PA purchases, annual fees and potential future milestone payments.
Current report
Acquisition of Akron Bio and Concurrent Financing
Current report
On November 9, 2026, we entered into a definitive Securities Purchase Agreement to acquire Akron Bio from affiliates of Arcline Investment Management for approximately $151.8 million, consisting of $105 million in cash at closing, subject to customary adjustments, 20,639,733 shares of our common stock valued at approximately $26.8 million based on our stock price as of November 9, 2026, and $20.0 million in guaranteed deferred payments, consisting of $10.0 million each, payable in January 2028 and January 2029.
Current report
The proposed acquisition of Akron Bio represents a significant step in our strategy to expand our presence across the cell therapy manufacturing workflow, diversify our revenue base, and increase our exposure to commercial-stage and late-stage clinical programs. Akron Bio is a leading supplier of GMP-grade reagents and ancillary materials used throughout the cell therapy manufacturing workflow including critical steps before and after electroporation, from cell isolation and expansion through cryopreservation. By combining Akron Bio's established portfolio of GMP-grade reagents and ancillary materials with our cell-engineering platform, we expect to significantly expand our addressable market, strengthen our financial profile, and accelerate our path to profitability.
Current report
The acquisition is expected to close before the end of 2026, subject to customary closing conditions, and there can be no assurance that it will be completed on that timeline or at all. If completed, we expect the acquisition to increase our revenue, operating expenses, amortization of acquired intangibles and interest expense, to result in goodwill and intangible assets, and to result in additional acquisition-related and integration costs. We have incurred, and will continue to incur, acquisition-related costs whether or not the acquisition closes. Overall, Akron Bio is expected to generate positive
Current report
operating cash flows, which we anticipate will contribute to our combined liquidity and support our progress toward profitability.
Current report
To provide additional liquidity and balance sheet flexibility, on November 9, 2026, we entered into a debt financing commitment letter with MidCap Financial Trust, as administrative agent, for a credit facility of up to $75.0 million, consisting of a $55.0 million senior, secured term loan, (the “Term Loan”) available in four tranches, and a $20.0 million senior secured asset-based revolving credit facility (the “Revolver”). We expect to initially draw down $20.0 million from tranche one of the Term Loan and $2.0 million from the Revolver, in each case at the closing of the acquisition. Borrowings on the Term Loan bear interest, payable monthly in arrears, at a rate per annum equal to the 30-day forward looking secured overnight financing rate (“SOFR”) plus 5.25%, subject to a SOFR floor of 2.00%. Borrowings on the Revolver are subject to availability conditions and bear interest at a rate per annum equal to SOFR plus 3.75%, subject to a SOFR floor of 2%. The Term Loan and Revolver each mature five years after the closing of the proposed acquisition at which time all outstanding principal and accrued interest are due and payable in full. The credit facility is subject to the execution of definitive loan documentation and other conditions, including the closing of the acquisition, and is expected to contain affirmative and negative covenants, which may limit our operating flexibility.
Current report
Total core revenue for the three months ended September 30, 2026 was $8.2 million, an increase of $1.8 million, or 27%, compared to $6.4 million for the three months ended September 30, 2025. The overall increase in core revenue was primarily driven by increases in instrument revenue of $1.4 million, which included sales to our new enterprise pharma partner, PA revenue of $0.5 million and license revenue of $0.2 million, offset by an aggregate decrease of $0.3 million in Assay Service and other service revenue.
Current report
to research and development based on our assessment of the underlying activities performed by employees supporting multiple functions, a $0.5 million decrease in lab supplies and expenses, and a $0.3 million decrease in occupancy and overhead expenses.
Current report
Sales and marketing expenses increased by $0.3 million, or 7%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 primarily due to an increase in the allocation of personnel-related costs to sales and marketing based on our assessment of the underlying activities performed by employees supporting multiple functions.
Current report
General and administrative expenses increased by $0.5 million, or 9%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The increase was primarily driven by a $0.7 million increase in legal and professional services fees, mostly related to the proposed acquisition of Akron Bio, a net increase of $0.1 million in occupancy, public company, and overhead expenses, offset by a net $0.3 million decrease in salary and personnel expenses, primarily due to stock-based compensation.
Current report
Restructuring Expense
Current report
We implemented a workforce reduction plan in September 2025 as part of our ongoing efforts to streamline operations, improve our cost structure, and align resources with strategic priorities. For the three months ended September 30, 2025, we incurred $3.1 million in restructuring expenses. We did not incur restructuring expenses during the three months ended September 30, 2026.
Current report
Comparison of the Nine Months Ended September 30, 2026 and 2025
Current report
Restructuring Expense
Current report
We incurred $3.1 million in restructuring expense during the nine months ended September 30, 2025 due to a workforce reduction plan implemented in September 2025. We did not incur restructuring expense during the nine months ended September 30, 2026.
Current report
Liquidity Considerations Related to the Proposed Acquisition
Current report
We expect to fund the $105.0 million closing cash consideration for our proposed acquisition of Akron Bio using existing cash, cash equivalents and investments. This may require us to sell certain held-to-maturity investments before maturity, potentially resulting in realized losses and requiring reassessment of the classification of our remaining held-to-maturity investments.
Current report
We have secured a debt financing commitment letter for a $75.0 million senior secured credit facility, consisting of a $55.0 million term loan and a $20.0 million revolving credit facility. We expect to initially draw down $22.0 million when the debt financing agreement is executed and the acquisition closes. The facility is intended to provide additional liquidity and balance sheet flexibility as we progress toward profitability. Additional term loan borrowings are subject to specified tranches and availability periods, while revolving credit availability depends on eligible accounts receivable and inventory balances. The facility is also expected to contain customary financial and operating covenants.
Current report
The proposed acquisition is expected to significantly reduce our cash and investment balances and impact our future cash requirements, including integration costs, debt service obligations and deferred consideration payments. However, Akron Bio is expected to generate positive operating cash flows, which we anticipate will contribute to our combined liquidity and support our progress toward profitability.
Current report
If we are unable to execute our business plan or our funding requirements exceed available cash resources, we may need additional equity or debt financing. Our ability to access the full amount of the committed credit facility is subject to borrowing restrictions and conditions, and additional financing may not be available on acceptable terms or at all. Such financing could result in dilution to existing stockholders, increased debt service obligations or additional operating restrictions. If sufficient capital is unavailable, we may need to delay product development or commercialization, reduce investments in our business or limit future strategic initiatives.
Current report
Performance Stock Units
Current report
We have outstanding performance stock unit awards ("PSUs") granted in 2024 and 2025 that are subject to the achievement of specified performance targets through December 31, 2026 and December 31, 2027, respectively. As of September 30,
Current report
2026, we continued to assess achievement of the applicable performance conditions as not probable, and accordingly, no related compensation expense has been recognized for these awards.
Current report
Our proposed acquisition, if completed, could impact our assessment of the probability of achieving these performance targets. If achievement becomes probable, we would recognize additional stock-based compensation expense, including a cumulative catch-up adjustment for prior service periods, which could materially impact our results of operations in future periods.
Removed paragraphs (5)
Previous report
Research and development expenses decreased by $2.0 million, or 32%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was primarily driven by a $1.5 million decrease in salary
Previous report
and personnel related expenses due to the workforce reduction plan executed in September 2025, a $0.4 million decrease in stock-based compensation, a $0.3 million decrease in lab supplies and expenses, a $0.2 million decrease in engineering expenses, and a $0.2 million decrease in occupancy expenses, offset by a $0.6 million impairment charge for laboratory equipment.
Previous report
Comparison of the Six Months Ended June 30, 2026 and 2025
Previous report
Total core revenue for the six months ended June 30, 2026 was $12.7 million, a decrease of $3.7 million, or 23%, compared to the six months ended June 30, 2025. Our overall decrease in core revenue was primarily driven by decreases in PA revenue and license revenue of $2.4 million and $1.2 million, respectively.
Previous report
If we are unable to execute our business plan and adequately fund operations, or if the business plan requires a level of spending in excess of cash resources, we may have to seek additional equity or debt financing. If additional financings are required from outside sources, we may not be able to raise such capital on terms acceptable to us or at all. To the extent that we raise additional capital through the sale of equity or debt securities, the ownership interest of our stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders. Debt financing, if available, may involve agreements that include covenants restricting our ability to take specific actions, such as incurring additional debt, selling or licensing our assets, making product acquisitions, making capital expenditures or declaring dividends. If we raise additional funds through collaboration and licensing arrangements with third parties, it may be necessary to relinquish some rights to our technologies or our products, or grant licenses on terms that are not favorable to us. If we are unable to raise additional capital when desired, we may have to delay development or commercialization of future products. We also may have to reduce marketing, customer support or other resources devoted to our existing products.
Reworded paragraphs (39)
Previous wording
•our use of available capital resources.
Current wording
•our use of available capital resources; and
Previous wording
You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described under the caption “Risk Factors” and elsewhere in the 2025 Form 10-K. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this report. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.
Current wording
You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described under the caption “Risk Factors” and elsewhere in the 2025 Form 10-K. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this report. The results,
Previous wording
We are a global life sciences company that provides comprehensive cell engineering and gene-editing solutions to advance the discovery, development, and commercialization of next-generation cell therapeutics including cell and gene therapies and to support innovative cell-based research and development. Over more than two decades, we have developed and commercialized our proprietary Flow Electroporation® technology, which is used by biotechnology and pharmaceutical companies to facilitate complex engineering of a wide variety of cells. Electroporation is a method of transfection, or the process of deliberately introducing molecules into cells, by applying an electric field to temporarily increase the permeability of the cell membrane, enabling the intracellular delivery of molecules, such as genetic material and proteins, that would not normally be able to cross the cell membrane as easily.
Current wording
We are a global life sciences company that provides comprehensive cell engineering and gene-editing solutions to advance the discovery, development, and commercialization of next-generation cell therapies. Over more than two decades, we have developed and commercialized our proprietary platform enabling Flow Electroporation® technology, which is used by academic institutions, research centers, and biotechnology and pharmaceutical companies to facilitate complex engineering of a wide variety of cells. Electroporation is a method of transfection, or the process of deliberately introducing molecules into cells, by applying an electric field to temporarily increase the permeability of the cell membrane, enabling the intracellular delivery of molecules, such as genetic material and proteins, that would not normally be able to cross the cell membrane as easily.
Previous wording
Our customer base includes leading commercial cell therapy and biologic developers, biotechnology and pharmaceutical companies, academic institutions, and government research organizations, including the U.S. National Institutes of Health. Our customers have extensively validated our technology and we believe the features and performance of our platform have led to sustained customer engagement. As of June 30, 2026, our customer base includes 29 Strategic Platform License (“SPL”) partners, a majority of the top 25 pharmaceutical companies based on 2025 global revenue, hundreds of biotechnology companies and academic research centers. Our Flow Electroporation technology is used by one of our SPL partners to engineer the first ex-vivo cell therapy approved by the FDA in December 2023.
Current wording
Our customer base includes leading commercial cell therapy and biologic developers, biotechnology and pharmaceutical companies, academic institutions, and government research organizations. Our customers have extensively validated our technology and we believe the features and performance of our platform have led to sustained customer engagement. As of September 30, 2026, our customer base includes 28 Strategic Platform License (“SPL”) partners, a majority of the top 25 pharmaceutical companies based on 2025 global revenue, hundreds of biotechnology companies and academic research centers. Our Flow Electroporation technology is used by one of our SPL partners to engineer the first ex-vivo cell therapy approved by the FDA in December 2023.
Previous wording
Since our inception, we have incurred significant operating losses. Our ability to generate revenue sufficient to achieve profitability will depend on the successful further development, commercialization adoption, and market acceptance of our products. We generated revenue of $16.9 million and incurred a net loss of $13.6 million for the six months ended June 30, 2026. As of June 30, 2026, we had an accumulated deficit of $275.1 million. We expect to continue to incur net losses as we focus on growing commercial sales of our products in both the U.S. and international markets, including expanding our sales force, scaling our manufacturing operations, and continuing research and development efforts to develop new products and further enhance our existing products.
Current wording
Since our inception, we have incurred significant operating losses. Our ability to generate revenue sufficient to achieve profitability will depend on the successful further development, commercialization adoption, and market acceptance of our products. We generated revenue of $27.1 million and incurred a net loss of $18.4 million for the nine months ended September 30, 2026. As of September 30, 2026, we had an accumulated deficit of $279.9 million. We expect to continue to incur net losses as we focus on growing commercial sales of our cell enabling solutions in both the U.S. and international markets, including expanding our sales force, scaling our manufacturing operations, and continuing research and development efforts to develop new products and further enhance our existing products.
Previous wording
In February 2026, we announced the launch of our ExPERT DTx, a high throughput transfection platform for research and drug discovery applications. The DTx streamlines workflows by processing up to 96 samples in a single three-minute run. The DTx was developed for researchers whether performing gRNA or nuclease screens, antibody discovery, or evaluating novel receptor constructs. With directly scalable, precision turned electroporation protocols, we believe the DTx supports a clear, efficient path to downstream development and GMP-compliant manufacturing when paired with the ATx, STx and GTx.
Current wording
In February 2026, we announced the launch of our ExPERT DTx, a high throughput transfection platform for research and drug discovery applications. The DTx streamlines workflows by processing up to 96 samples in a single three-minute run. The DTx was developed for researchers whether performing gRNA or nuclease screens, antibody discovery, or evaluating novel receptor constructs. With directly scalable, precision tuned electroporation protocols, we believe the DTx supports a clear, efficient path to downstream development and GMP-compliant manufacturing when paired with the ATx, STx and GTx.
Previous wording
Total revenue for the six months ended June 30, 2026 was $16.9 million, a decrease of $2.0 million, or 10%, compared to $18.9 million during the six months ended June 30, 2025. The decrease was primarily driven by a decrease in a core revenue, offset by an increase in SPL milestone and royalty revenue in the amounts shown in the table above.
Current wording
Total revenue for the three months ended September 30, 2026 was $10.2 million, an increase of $3.3 million, or 49%, compared to $6.8 million during the three months ended September 30, 2025. The increase was driven by increases in core revenue and SPL milestone and royalty revenue in the amounts shown in the table above.
Previous wording
We expect SPL milestone and royalty revenue to continue to experience variability for some time, although we anticipate that variability may moderate as the volume of SPL partnerships and associated milestones grows and matures. The $0.5 million increase in SPL milestone and royalty revenues for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was primarily from an increase in royalty revenue.
Current wording
SPL milestone and royalty revenue continue to experience variability, although we anticipate that variability may moderate as the volume of SPL partnerships and associated milestones grows and matures. The $1.6 million increase in SPL milestone and royalty revenues for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 was primarily from a customer milestone achieved during the three months ended September 30, 2026, and an increase in royalty revenue.
Previous wording
Notwithstanding the $1.7 million decrease of core revenue for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, we expect total revenue to increase over time as our customers’ programs advance through the cell therapy lifecycle and our markets grow, resulting in additional instrument revenue, PA revenue and license revenue, and also as the percentage of our installed base that are under SPL license agreements increases. In addition, we believe we are well-positioned to attract new customers who may contribute to these revenues, based on the underlying growth in the cell therapy pipeline among companies in this market, the extent to which capital is available to support such companies, and in particular the switch by some cell therapy companies away from viral to non-viral approaches. We expect, however, that our revenue may fluctuate from period-to-period due to the timing of securing product sales and licenses, the inherently uncertain nature of the timing of our partners’ achievements of clinical progress, and our dependence on the program decisions of our partners.
Current wording
We expect total revenue to increase over time as our customers’ programs advance through the cell therapy lifecycle and our markets grow, resulting in additional instrument revenue, PA revenue and license revenue, and also as the percentage of our installed base that are under SPL license agreements increases. In addition, we believe we are well-positioned to attract new customers who may contribute to these revenues, based on the underlying growth in the cell therapy pipeline among companies in this market, the extent to which capital is available to support such companies, and in particular the switch by some cell therapy companies away from viral to non-viral approaches. We expect, however, that our revenue may fluctuate from period-to-period due to the timing of securing product sales and licenses, the inherently uncertain nature of the timing of our partners’ achievements of clinical progress, and our dependence on the program decisions of our partners.
Previous wording
Our gross profit in future periods will depend on a variety of factors, including sales mix among instruments, disposables and milestones, the specific mix among types of instruments or disposables, the proportion of revenues associated with instrument leases as opposed to sales, changes in the costs to produce our various products, the launch of new products or
Current wording
Our gross profit in future periods will depend on a variety of factors, including sales mix among instruments, disposables and milestones, the specific mix among types of instruments or disposables, the proportion of revenues associated with instrument leases as opposed to sales, changes in the costs to produce our various products, the launch of new products or changes in existing products, our cost structure for manufacturing including changes in production volumes, and the pricing of our products which may be impacted by market conditions. We price our instruments at a premium given what
Previous wording
changes in existing products, our cost structure for manufacturing including changes in production volumes, and the pricing of our products which may be impacted by market conditions. We price our instruments at a premium given what we believe to be the broad benefits of our platform, and the limited availability of alternative clinically validated non-viral delivery approaches. Instrument pricing also depends upon the customer’s specific market. However, the market for non-viral delivery is highly competitive, and introduction of a Good Manufacturing Practices (“GMP”) grade platform by a competitor that delivers similar performance across a similar diversity of cell types could negatively impact our business and lead to increased price pressure that negatively impacts our gross margins.
Current wording
we believe to be the broad benefits of our platform, and the limited availability of alternative clinically validated non-viral delivery approaches. Instrument pricing also depends upon the customer’s specific market. However, the market for non-viral delivery is highly competitive, and introduction of a Good Manufacturing Practices (“GMP”) grade platform by a competitor that delivers similar performance across a similar diversity of cell types could negatively impact our business and lead to increased price pressure that negatively impacts our gross margins.
Previous wording
During the three months ended June 30, 2026, gross margin was 77% compared to 82% for the three months ended June 30, 2025. The decrease in gross margin was primarily due to a decrease in license revenue and PA revenue during the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
Current wording
During the three months ended September 30, 2026, gross margin was 83% compared to 77% for the three months ended September 30, 2025. The increase in gross margin was primarily due to an increase in program milestones and royalties during the three months ended September 30, 2026 compared to the three months ended September 30, 2025.
Previous wording
Cost of goods sold increased by $0.2 million, or 10%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was primarily driven by an increase in charges to the provision for inventory reserves primarily to write expiring PA inventory down to their net realizable value.
Current wording
Cost of goods sold increased by $0.1 million, or 6%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The increase was primarily driven by an increase in instrument and PA sales offset by a reduction in charges to adjust inventory down to its net realizable value.
Previous wording
Gross profit decreased by $1.4 million, or 20%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was primarily driven by the decreases in instrument and PA sales, offset slightly by the increase in SPL milestone and royalty revenue which incur higher margins.
Current wording
Gross profit increased by $3.2 million, or 62%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The increase was primarily driven by the increases in instrument and PA sales, and by the increase in SPL milestone and royalty revenue which incur higher margins.
Previous wording
Sales and marketing expenses decreased by $2.4 million, or 42%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was primarily driven by a $1.3 million decrease in salary and personnel related expenses due to the workforce reduction plan executed in September 2025, a $0.5 million decrease in marketing expenses, a $0.4 million decrease in stock-based compensation, and a $0.2 million decrease in professional fees, travel, and overhead expenses.
Current wording
Research and development expenses decreased by $2.4 million, or 46%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The decrease was primarily driven by a $1.6 million decrease in salary, personnel related expenses, and stock-based compensation, of which $1.3 million related to the workforce reduction plan executed in September 2025 and $0.3 million was attributable to less personnel-related costs being allocated
Previous wording
Depreciation and amortization expense decreased by $0.1 million, or 12%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to a reduction in fixed asset purchases in recent years.
Current wording
Depreciation and amortization expense decreased by $0.2 million, or 17%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily due to a reduction in fixed asset purchases in recent years.
Previous wording
Interest income represents interest on our cash balances and investments. Interest income decreased $0.5 million, or 27%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was driven by decreases in interest rates and average cash and investment balances during the three months ended June 30, 2026.
Current wording
Interest income represents interest on our cash balances and investments. Interest income decreased $0.5 million, or 26%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The decrease was driven by decreases in interest rates and average cash and investment balances during the three months ended September 30, 2026.
Previous wording
Total revenue for the three months ended June 30, 2026 was $7.3 million, a decrease of $1.2 million, or 15%, compared to $8.5 million during the three months ended June 30, 2025. The decrease was primarily driven by a decrease in a core revenue, offset by an increase in SPL milestone and royalty revenue in the amounts shown in the table above.
Current wording
Total revenue for the nine months ended September 30, 2026 was $27.1 million, an increase of $1.3 million, or 5%, compared to $25.7 million during the nine months ended September 30, 2025. The increase was primarily driven by an increase in SPL milestone and royalty revenue, offset by a decrease in core revenue in the amounts shown in the table above.
Previous wording
Total core revenue for the three months ended June 30, 2026 was $6.5 million, a decrease of $1.7 million, or 21%, compared to $8.2 million for the three months ended June 30, 2025. Our overall decrease in core revenue was primarily driven by decreases in PA revenue, license revenue and instrument revenue of $0.8 million, $0.8 million and $0.4 million, respectively, offset by an aggregate increase of $0.3 million in Assay Service and other service revenue. License revenue declined primarily due to the discontinuation of a few partner programs. Instrument revenue decreased primarily as a result of the timing of customer purchase decisions. PA revenue decreased compared to the corresponding prior-year period primarily due to elevated customer purchases in the prior year due to tariff-related buying activity.
Current wording
Total core revenue for the nine months ended September 30, 2026 was $20.9 million, a decrease of $2.0 million, or 9%, compared to the nine months ended September 30, 2025. Our overall decrease in core revenue was primarily driven by decreases in PA revenue and license revenue of $1.9 million and $1.1 million, respectively. License revenue declined primarily due to the discontinuation of a few partner programs. PA revenue decreased compared to the corresponding prior-year period primarily due to elevated customer purchases in the prior year due to tariff-related buying activity. The decreases were offset by a $1.0 million increase in instrument revenue, which included sales to our new enterprise pharma partner, as well as assay service revenue during the nine months ended September 30, 2026.
Previous wording
The $1.7 million increase in SPL milestone and royalty revenues for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 is a result of our customers’ achievement of contractually specified clinical and regulatory milestones during the respective periods.
Current wording
The $3.3 million increase in SPL milestone and royalty revenues for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 is a result of our customers’ achievement of contractually specified clinical and regulatory milestones during the respective periods.
Previous wording
Cost of goods sold increased by $0.2 million, or 8%, for the six months ended June 30, 2026 compared to the sixmonths ended June 30, 2025. The increase was primarily driven by an increase in charges to the provision for inventory reserves primarily to write expiring PA inventory down to their net realizable value.
Current wording
Cost of goods sold increased by $0.3 million, or 7%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The increase was primarily driven by an increase in instrument sales.
Previous wording
Gross profit decreased by $2.2 million, or 14%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily driven by the decreases in PA revenue and license revenue, offset by an increase in SPL milestone and royalty revenue.
Current wording
Gross profit increased by $1.0 million, or 5%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The increase was primarily driven by an increase in SPL milestone and royalty revenue, offset by the decreases in PA revenue and license revenue.
Previous wording
Research and development expenses decreased by $4.1 million, or 33%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily driven by a $2.4 million decrease in salary and personnel related expenses due to the workforce reduction in September 2025, a $0.9 million decrease in stock-based compensation, a $0.6 million decrease in engineering expense, a $0.5 million decrease in lab supplies and expenses, and a $0.3 million decrease in occupancy expenses, offset by $0.6 million for an impairment charge for laboratory equipment.
Current wording
Research and development expenses decreased by $6.5 million, or 37%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The decrease was primarily driven by a $3.7 million decrease in salary and personnel related expenses due to the workforce reduction in September 2025, a corresponding $1.3 million decrease in stock-based compensation, a $0.8 million decrease in lab supplies and expenses, a $0.7 million decrease in engineering expense, and a $0.6 million decrease in occupancy and overhead expenses, offset by $0.6 million for an impairment charge for laboratory equipment.
Previous wording
Sales and marketing expenses decreased by $4.7 million, or 41%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily driven by a $2.5 million decrease in salary and personnel related expenses due to the workforce reduction in September 2025, a $1.0 million decrease in marketing expenses, a $0.7 million decrease in stock-based compensation, and a $0.5 million decrease in professional fees, travel, and overhead expenses.
Current wording
Sales and marketing expenses decreased by $4.4 million, or 29%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The decrease was primarily driven by a $2.2 million decrease in salary and personnel related expenses due to the workforce reduction in September 2025, a $0.8 million decrease in marketing expenses, a $0.8 million decrease in stock-based compensation, and a $0.6 million decrease in professional fees, travel, and overhead expenses.
Previous wording
General and administrative expenses decreased by $3.4 million, or 20%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily driven by a $2.7 million decrease in stock-based compensation, a $1.6 million decrease in legal and professional fees, a $0.7 million decrease in public company fees, a $0.4 million decrease in compensation expense, offset by $1.6 million charge for previously capitalized asset acquisition costs and $0.4 million increase in occupancy and overhead expenses.
Current wording
General and administrative expenses decreased by $2.9 million, or 13%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The decrease was primarily driven by a $3.2 million decrease in stock-based compensation, a $0.9 million decrease in legal and professional fees, a $0.8 million decrease in public company fees, and a $0.4 million decrease in compensation expense and overhead expense, offset by $1.6 million charge for previously capitalized asset acquisition costs, and a $0.8 million increase in occupancy expense.
Previous wording
Depreciation and amortization expense decreased by $0.2 million, or 8%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025 primarily due to a reduction in fixed asset purchases in recent years.
Current wording
Depreciation and amortization expense decreased by $0.3 million, or 11%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025 primarily due to a reduction in fixed asset purchases in recent years.
Previous wording
Interest income decreased $1.1 million, or 28%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was driven by decreases in interest rates and average cash and investment balances during the six months ended June 30, 2026.
Current wording
Interest income decreased $1.6 million, or 28%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The decrease was driven by decreases in interest rates and average cash and investment balances during the nine months ended September 30, 2026.
Previous wording
Since our inception, we have experienced losses and negative cash flows from operations. For the six months ended June 30, 2026, we incurred a net loss of $13.6 million. As of June 30, 2026, we had an accumulated deficit of $275.1 million. To date, we have funded our operations primarily with proceeds from sales of common stock, borrowings under loan agreements and cash flows associated with sales and licenses of our products to customers.
Current wording
Since our inception, we have experienced losses and negative cash flows from operations. For the nine months ended September 30, 2026, we incurred a net loss of $18.4 million. As of September 30, 2026, we had an accumulated deficit of $279.9 million. To date, we have funded our operations primarily with proceeds from sales of common stock, borrowings under loan agreements and cash flows associated with sales and licenses of our products and services to customers.
Previous wording
We expect to incur near-term operating losses as we continue to invest in expanding our business through growing our sales and marketing efforts, continued research and development, product development and expanding our product offerings. Based on our current business plan, we believe that our existing cash, cash equivalents, short-term investments and internally generated cash flows will enable us to fund our operating expenses and capital expenditure requirements for at least the next 12 months from the date these consolidated financial statements have been issued.
Current wording
We expect to incur operating losses in the near term as we continue to invest in expanding our business through increased sales and marketing efforts, continued research and development, product development, and expansion of our product offerings. Based on our current operating plans and forecasts, and without giving effect to the proposed acquisition, we believe our existing cash, cash equivalents and investments will be sufficient to fund our operations and meet our obligations for at least 12 months from the date of issuance of these financial statements.
Previous wording
Net cash used in operating activities for the six months ended June 30, 2026 was $12.8 million, and consisted primarily of our net loss of $13.6 million, which was offset in part by net non-cash expenses of $5.0 million. Net non-cash expenses include stock-based compensation of $2.3 million, depreciation and amortization expenses of $2.0 million, an impairment on fixed assets of $0.6 million, lease right-of-use amortization of $0.4 million, $0.4 million in the change of excess and obsolete inventory, and an aggregate of $0.1 million in other non-cash charges offset by amortization of discounts on investments of $0.8 million. We also had net cash outflows of $4.3 million due to changes in our operating assets and liabilities. Net changes in our operating assets and liabilities consisted primarily of a decrease in accounts payable and accrued expenses of $3.3 million due to timing considerations, a decrease in deferred revenue of $1.1 million, an increase in inventory of $0.8 million, a decrease in operating lease liabilities of $0.7 million, and an increase in accounts receivable of $0.4 million, offset by an aggregate decrease in prepaid other assets of $2.1 million.
Current wording
Net cash used in operating activities for the nine months ended September 30, 2026 was $18.3 million, and consisted primarily of our net loss of $18.4 million, which was offset in part by net non-cash expenses of $6.8 million. Net non-cash expenses include stock-based compensation of $3.3 million, depreciation and amortization expenses of $2.9 million, lease right-of-use amortization of $0.7 million, an impairment on fixed assets of $0.6 million, $0.4 million in the change of excess and obsolete inventory, and an aggregate of $0.1 million in other non-cash charges offset by amortization of discounts on investments of $1.2 million. We also had net cash outflows of $6.7 million due to changes in our operating assets and liabilities. Net changes in our operating assets and liabilities consisted primarily of an increase in accounts receivable of $8.5 million, a decrease in accounts payable and accrued expenses of $2.2 million, both of which were primarily due to timing considerations, a decrease in operating lease liabilities of $1.1 million, and an increase in inventory of $0.7 million, offset by an increase in deferred revenue of $3.8 million, and an aggregate decrease in prepaid expenses and other assets of $2.0 million.
Previous wording
Net cash used in operating activities for the six months ended June 30, 2025 was $24.3 million, and consisted primarily of our net loss of $22.6 million, which was offset in part by net non-cash expenses of $7.8 million. Net non-cash expenses include stock-based compensation of $6.6 million, depreciation and amortization expenses of $2.2 million, and an aggregate $0.6 million in other non-cash charges offset by amortization of discounts on investments of $1.6 million. We also had net cash outflows of $9.5 million due to changes in our operating assets and liabilities. Net changes in our operating assets and liabilities consisted primarily of a decrease in accounts payable and accrued expenses of $5.4 million due to timing considerations, a decrease in deferred revenue and other liabilities of $2.9 million, an increase in accounts receivable of $1.1 million, an increase in other assets of $1.1 million, and a decrease in operating lease liabilities of $0.6 million, offset by a decrease in prepaid expenses and other current assets of $0.8 million and a decrease in inventory of $0.8 million.
Current wording
Net cash used in operating activities for the nine months ended September 30, 2025 was $31.7 million, and consisted primarily of our net loss of $35.0 million, which was offset in part by net non-cash expenses of $10.9 million. Net non-cash expenses include stock-based compensation of $8.5 million, depreciation and amortization expenses of $3.3 million, and an aggregate of $1.3 million in other non-cash charges offset by amortization of discounts on investments of $2.2 million. We also had net cash outflows of $7.6 million due to changes in our operating assets and liabilities. Net changes in our operating assets and liabilities consisted primarily of a decrease in accounts payable and accrued expenses of $3.3 million due to timing considerations, an increase in accounts receivable of $3.6 million, an increase in other assets of $0.9 million, a decrease in operating lease liabilities of $0.9 million, and a decrease in deferred revenue and other liabilities of $0.1 million, offset by a decrease in prepaid expenses and other current assets of $0.7 million and a decrease in inventory of $0.6 million.
Previous wording
Net cash provided by investing activities during the six months ended June 30, 2026 was $9.2 million, which was primarily attributable to maturities of investments of $46.0 million, offset by purchases of investments of $36.5 million, $0.2 million for the acquisition of intangible assets, and purchases of property and equipment of $0.1 million.
Current wording
Net cash provided by investing activities during the nine months ended September 30, 2026 was $17.1 million, which was primarily attributable to maturities of investments of $72.5 million, offset by purchases of investments of $55.1 million, purchases of property and equipment of $0.2 million and $0.1 million for the acquisition of intangible assets.
Previous wording
Net cash provided by investing activities during the six months ended June 30, 2025 was $11.1 million, which was primarily attributable to maturities of investments of $77.6 million, offset by purchases of investments of $63.5 million, $1.8 million for the acquisition of SeQure, net of cash acquired, and purchases of property and equipment of $1.2 million.
Current wording
Net cash provided by investing activities during the nine months ended September 30, 2025 was $16.3 million, which was primarily attributable to maturities of investments of $117.6 million, offset by purchases of investments of $98.0 million, $1.8 million for the acquisition of SeQure, net of cash acquired, and purchases of property and equipment of $1.5 million.
Previous wording
Net cash used in financing activities during the six months ended June 30, 2026 was $1.4 million, consisting of $1.5 million in repurchases of common stock offset by $0.1 million in aggregate proceeds from the exercise of stock options.
Current wording
Net cash used in financing activities during the nine months ended September 30, 2026 was $5.4 million, consisting of $5.5 million in repurchases of common stock offset by $0.1 million in aggregate proceeds from the exercise of stock options and proceeds from our employee stock purchase plan.
Previous wording
Net cash provided by financing activities during the six months ended June 30, 2025 was $0.5 million from the exercise of stock options and employee purchases of common stock from our employee stock purchase plan.
Current wording
Net cash provided by financing activities during the nine months ended September 30, 2025 was $0.6 million from the exercise of stock options and employee purchases of common stock from our employee stock purchase plan.
Previous wording
Our contractual obligations and commitments as of June 30, 2026 consisted primarily of operating lease obligations. In May 2021, we entered into the Headquarters Lease for new office, lab and warehouse/manufacturing space. The Headquarters Lease term expires on August 31, 2035. The total incremental remaining non-cancellable lease payments under the Headquarters Lease are $22.9 million through the lease term. Upon acquisition of SeQure, we assumed the SeQure Lease, which term expires on December 31, 2027. The total incremental remaining non-cancellable lease payments under the SeQure lease are $0.6 million throughout the lease term. We expect to be able to fund our obligations under these leases, both in the short-term and in the long-term, from cash on hand, investments and operating cash flows.
Current wording
Our contractual obligations and commitments as of September 30, 2026 consisted primarily of operating lease obligations. In May 2021, we entered into the Headquarters Lease for new office, lab and warehouse/manufacturing space. The Headquarters Lease term expires on August 31, 2035. The total incremental remaining non-cancellable lease payments under the Headquarters Lease are $22.4 million through the lease term. Upon acquisition of SeQure, we assumed the SeQure Lease, which expires on December 31, 2027. The total incremental remaining non-cancellable lease payments under the SeQure lease are $0.5 million throughout the lease term. We expect to be able to fund our obligations under these leases, both in the short-term and in the long-term, from cash on hand, investments and operating cash flows.
Previous wording
impairment charge of $630,000 related to certain property and equipment that management determined would no longer be used and was actively marketed for sale. Future impairment conclusions could change if actual results differ from our assumptions or if adverse developments occur with respect to the customer’s progress toward achieving contractual milestones, customer demand, or expected disposition values.
Current wording
During the first quarter of the nine months ended September 30, 2026, certain changes in customer milestone forecast assumptions resulted in an evaluation of recoverability of our long-lived assets. The recoverability assessment indicated the carrying value of the asset group is recoverable and accordingly, did not result in an impairment. Separately, as described in Note 6, we recognized an impairment charge of $630,000 related to certain property and equipment that management determined would no longer be used and was actively marketed for sale. Future impairment conclusions could change if actual results differ from our assumptions or if adverse developments occur with respect to the customer’s progress toward achieving contractual milestones, customer demand, or expected disposition values.
Previous wording
We will remain an EGC until the earliest of: (i) December 31, 2026, which is the last day of the fiscal year following the fifth anniversary of our IPO in the U.S.; (ii) the last day of the first fiscal year in which our annual gross revenue is $1.235 billion or more; (iii) the date on which we have, during the previous rolling three-year period, issued more than $1 billion in non-convertible debt securities; and (iv) the last day of the fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of June 30 of such fiscal year. The Company expects to retain its EGC status through the last day of the fiscal year following the fifth anniversary of the first sale of its registered common equity, that is, through December 31, 2026.
Current wording
We will remain an EGC until the earliest of: (i) December 31, 2026, which is the last day of the fiscal year following the fifth anniversary of our IPO in the U.S.; (ii) the last day of the first fiscal year in which our annual gross revenue is $1.235 billion or more; (iii) the date on which we have, during the previous rolling three-year period, issued more than $1 billion in non-convertible debt securities; and (iv) the last day of the fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of June 30 of such fiscal year. The Company expects to cease qualifying as an EGC on December 31, 2026, the last day of the fiscal year which is the fifth anniversary of the first sale of its registered common equity.
Previous wording
We are also a “smaller reporting company,” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million as of the last business day of our second fiscal quarter or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million as of the last business day of our second fiscal quarter. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies.
Current wording
We are also a “smaller reporting company,” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million as of the last business day of our second fiscal quarter or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million as of the last business day of our second fiscal quarter. We expect to remain a smaller reporting company at the time we cease to be an emerging growth company, and expect to continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
General and administrative expenses decreased by $0.8 million, or 10%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was primarily driven by a $1.6 million decrease in stock-based compensation, a $0.6 million decrease in public company fees, and a $0.4 million decrease in legal and professional fees offset by a $1.6 million charge for previously capitalized asset acquisition costs for an asset no longer being evaluated.
Previous report — wording carried elsewhere
During the six months ended June 30, 2026, changes in customer milestone forecast assumptions resulted in an evaluation of recoverability of our long-lived assets. The recoverability assessment indicated the carrying value of the asset group is recoverable and accordingly, did not result in an impairment. Separately, as described in Note 6, we recognized an